The Changeling War
by PrometheusDark
Summary: After a decade apart, Chrysalis is confronted by something she thought she'd never see again. Her ex-husband. Sequel to The Dragon and the Changeling. SpikeXChrysalis
1. Chapter 1

The air was acrid and still, the smell of his minion's slime tickled his nose as he walked passed them. His nose was so high in the air it would surely be lost in the clouds if it wasn't firmly attached to his face. His fangs so long they stuck out of his closed lips at all times. He was king, and he made sure all his underlings knew it.

"My liege," A lone drone spoke. The look that the king gave him very well could have stopped the drone's heart mid-beat, but the drone, ever the brave one, continued on. "The soldiers are prepared, on your order." He finished his message, and the king grinned maliciously. Soon his plans would come to fruition.

* * *

Sure, it was weird, having former royalty calling your small village home, but most of the ponies were getting used to seeing the changeling around town. While all but a few ponies had come to accept the changeling into their mists, few actually talked to her, and even fewer were still terrified by her.

"Don't worry about them." Spike murmured quietly as he walked along side her, carrying a basket of the picnic persuasion. She wasn't one to feel self-conscious, but the constant negative attention was starting to get on her nerves. Spikes ever persistent presence was the only thing anchoring her to the town.

Spike himself was a baby dragon, or at least that's what he was to most. In actuality he was almost as old as his surrogate sister, Twilight, but dragons age very slowly when compared to ponies. Spike was immature and very much a child, but he was the nicest guy in Ponyville.

"Bah, I'm not worried." She reassured. She being Chrysalis, the former changeling queen turned normal citizen. It had been nearly a week since the whole kidnapping incident, she caught some flack for that, but usually she just scared the assailant away.

It wasn't long before the pair had reached the outskirts of town, the field that led to Everfree Forest was the perfect place for a nice, relaxing, secluded lunch; and with what they were eating, they had better hope no one crossed their path. Spike and Chrysalis had hidden their carnivorous nature from the others fairly well, but they were getting lax in their attempts to keep from being found out. Today's picnic was one example of that.

Spike sat the picnic basket down on the grass and opened it. He pulled out a large blanket and unrolled it, setting it out flat as possible. Chrysalis watched as he set out the plates and cups in a methodical fashion.

"By the time you're done it'll be nightfall." She teased, pointing a hoof at him as she did so. "Can't we just sit on the blanket and eat?" He huffed, but ignored her gibes. This was the first real date they'd been on, he wanted it to go right. Wait, date? He suddenly felt his cheeks grow warm, this didn't go unnoticed by his companion. "Are you feeling okay, Spike?" She sounded concerned now.

"I'm fine." He tried to keep his cool. This wasn't a date, he asserted to himself, it was just two friends hanging out, eating lunch. "Anyway, its ready, why don't you come have a seat?" Despite her earlier remarks, Chrysalis had to admit, the kid cooked up a mean lunch. He might not have anything on her old royal chef's, but he came pretty dang close in her opinion.

The food was mostly meat, as they usually ate. She was beginning to miss the taste of emotions though. She would need to hold out until she found a good fix that didn't hurt anypony. Then she felt it, that familiar sensation on her tongue. It came in short, weak waves. It was love, but where was it coming from? There was no one else around besides Spike. Then she looked at him, he was fiddling with his food, trying to avoid eye contact. She felt herself blush, who could he be thinking about? Surely not her?

"Spike?" She was being drawn in by the taste and felt her body move on it's own accord, crawling toward the young dragon. He looked at her, and what he saw in her eyes shocked him. "Come here, Spike." A need, a lust for something. His adoration was quickly replaced by fear.

"A-Ah!" he wailed and fell back against the blanket. She crawled on top of him, and then the fear hit her. His fear of her, it was like being dunked in a bucket of cold water. She awakened from her uncontrollable state just as her mouth was mere centimeters from his. He stared up at her, blushing deeply, eyes wide and full of that fear that had stopped her.

* * *

"Go, my minions!" He cackled, thrusting a hoof forward for emphasis. The drones each saluted in unison before turning and flying out in formation.

* * *

Chrysalis quickly clambered off Spike, who backpedaled soon after. He was still staring at her with those wide, fearful eyes. His heart was going a mile a second and felt like it would soon beat its way out of his ribcage. He felt the heat that rose to his face, and it lingered, like the silence that followed this little encounter. How could she lose control like that, and so easily? Even Shining Knight's love wasn't that delicious.

"Err, sorry about that." She attempted, he seemed to relax, but only a bit. "Don't know what came over me." She forced a sheepish smile. That's when it happened. The only warning was the sound of buzzing wings. The unlikely pair looked toward the noise, Everfree Forest, and they saw them. The swarm of changeling drones, more then they could count. How did they get their numbers organized so fast without a leader?

"We have to warn everyone!" Spike barked, he was standing within an instant, but before he could be off running, Chrysalis stopped him with her voice alone.

"It's no use, by the time anyone important finds out, it'll be too late!" She tried, defiance shone in Spike's eyes.

"I have to try!" He declared, but she grabbed him with her magic before he could run into the middle of the havoc that would surely ensue.

"There's no way I'm letting you put yourself in danger like that." She asserted as he struggled weakly against her strong grip. There was no chance he could get out of that. "We need to hide, before they spot us." Spike felt betrayed, abandon Twilight, his only family?

The changeling swarm descended upon Ponyville with speed and ferocity. Mares, stallions, and foals ran screaming from the horde, only to be captured in their sticky slime and carried away, back to Everfree Forest. Spike was frozen in place by the sheer terror of the situation. It was just like the Canterlot incident, only this time there was no one who could save them. Shining Armor was on his honeymoon with Cadence.

The pair watched as their home was assaulted. Spike was shell shocked, staring into the distance yet not registering anything that happened. Chrysalis was better off, having no real ties to the ponies that were being carried away, though the sight was disturbing, and the effect it had on Spike unnerved her.

"We need to get to Canterlot." Chrysalis announced. Spike didn't respond. "Spike?" She was getting very worried about him. She was about to nudge him when he spoke.

"How can we get there?" He questioned suddenly, his voice cold and hallow. The answer came in seconds. It seemed unnatural for him to be so detached. But she couldn't let her worry shine through, so she strengthened her resolve.

"We fly." She responded, bending her legs and lowering her body so he could climb on. It took him a second realize to implication, and when he did his face turned red. Spike climbed onto Chrysalis' back, and off they shot, flying high as she could take, avoiding the swarm's detection, and into the clouds. They would be there in no time.

* * *

"Aaaahh, yes." The king hissed, his tongue gliding over his lips. "Their fear, their despair." He reveled in it, sticking his nose up in the air and taking it in slowly, like tasting a fine wine. He lowered his head to the pony he was feeding on, and looked in her eyes. The fear was disappearing, being replaced by a blank, emotionless stare. He continued to drink in all her fear, all her sorrow, until there was nothing left of the poor pony but a husk. An emotionless shell.

"Mm, delicious." His long, forked tongue licked his lips again. The pony fell to the ground in a heap, her eyes blank and green. "Take this corpse and store it with the others."


	2. Chapter 2

The city of Canterlot was usually bustling with activity, day and night. The air would be thick with the scent of sweets and other goods to be bought in the market district, the flowers abloom in spring and summer. Yes, the mountain side city was all the world a beautiful and lively place. Which is why it was so jarring to see it completely empty.

"Whats going on?" Chrysalis wandered aloud. The doors and windows of buildings were boarded over and the sound of a siren, though distant, could be heard. "Its like this place turned into a ghost town." She continued. Spike stayed silent, still perched upon her back. His breathing came shallow and his eyes stung with the threat of tears. Chrysalis could taste his sorrow. It was bitter.

"Don't worry, we'll find someway to save them." She exclaimed in an attempt to ease his worries. She was surprised by her own actions, would she really go so far for her only friend? She decided that, after a moment of thought, she would.

* * *

"Another bite's the dust." The king joked as the earth pony he had been feeding on fell like a sack of rocks to the ground, a husk just like the others. He eyed the pile he had formed, his drones bringing in another pony for him to drain. The pile that consisted of mare, stallion, and foal, all drained of their emotions and left to wither in the corner of his cave.

"Your majesty." The messenger drone reported. "We're already running low on ponies, I'd advise you to slow your pace until we can acquire more." He was very brave, that one.

"My former wife has been far to nice to you lot." The king uttered with malice. The changeling drone obviously didn't know his king's short fuse, or his place in the grand scheme of things as a simple drone. "I think its about time I whipped you all into shape."

"I'm sorry?" The drone tilted his head, confused by his majesty's change of demeanor.

"Oh, you will be." The king cackled, grabbing the little drone by his neck with his magic and forcing him off his feet into the air. Slowly, ever so slowly, he constricted the drone's windpipe until he couldn't inhale at all, then held him there until his face turned blue under his chitinous armor. The other drone's stared on in horror.

* * *

The palace guards weren't on duty. This was getting increasingly strange, and even a bit frightening. The unlikely duo walked through the front gates, walked through the courtyard, and up to the main doors of the castle.

"I hope someone's actually in there." Spike spoke, his voice heavy with despair. It was unbearable for Chrysalis to see him like this, so wounded. She vowed to find out who organized the swarm and make him eat his own hooves.

The moment they cracked the door open, they were hit by a torrent of voices, each scared and on the verge of panic. Inside was possibly every resident of Canterlot, packed in like sardines. At the back of the large hall was a dark blue alicorn, attempting to calm the masses, and failing to do so. Chrysalis, with Spike still astride her back, walked inside. This did not go over well with the crowd.

"Oh no, they're in the castle!" One mare screeched and promptly fainted on the spot. A stallion caught her and looked at the pair with anger and fear in his eyes. Chrysalis could feel the hate in the room growing fast, and if it would have continued, there might have been a full-blown riot.

"That's enough, my little ponies, be at ease." Of course Celestia would show up just at the right time to quell the rage. The blue alicorn sighed and approached Celestia, as did Chrysalis and Spike.

"They simply do not listen to me, sister." The other alicorn spoke first. Wait, that was Luna? Chrysalis thought she was still on the moon, but stowed the thought away for later, when there was actually time to think about such things.

"Do not worry, dear sister. Their fear is strong, so we must be stronger." The elder alicorn comforted with a small smile before turning to the duo. "I see you made it out of Ponyville. What of the Elements of Harmony?" Spike couldn't meet her gaze, he felt so ashamed of himself for not being able to help them, even though it wasn't really his fault. "I see. I was afraid of this." Celestia spoke more to herself then to the others.

"What can we do?" Chrysalis' resolve was strong. "Isn't there anything?"

"You can fight." Celestia spoke, she never sounded more serious to Spike. "The Elements of Harmony need help, as does all of Equestria., for the Changeling King has returned." Chrysalis' eyes widened to the size of saucers, she felt sick to her stomach. The king? That was impossible, how could he be back, after all this time? But, Celestia had no reason to lie, and that would explain why the swarm was so organized after such a short time.

"How can we fight?" Spike replied bitterly. "I'm just a kid."

"That is where you're wrong, Spike." Celestia's horn began to glow. "You may be a child to most of these ponies, but you house inside of you a great power that has yet to be unlocked." She said knowingly. Spike just scratched the back of his head, confusion setting in.

"Right, and I'm also a prince, I bet." His sarcastic wit was still intact, at least. "Power, shmower, if I was actually strong then why didn't you tell me this before, when one of the other bad guys was attacking? Discord and Nightmare Moon?" He thought he had a right to be at least a little angry, what with the recent happenings. Celestia couldn't blame him for reacting with cool rage instead of calm, levelheadedness.

"The reason I haven't just given you the power," she started. "Is because it is dangerous, and it requires a special bond." She grinned. "A bond you lacked, before now." Bond? What, with Chrysalis? He had so many questions, but as he would soon find out, he didn't have time for answers.

* * *

"I suppose that's enough." The king laughed, letting the drone fall to the ground, limp and lifeless, the other drones looking upon their leader with horror. "Let this be a lesson." His voice was powerful, reverberating off the walls of the cave. "If any one of you get in my way, I will tear you to pieces! Now bring me another!"

The drones rushed to comply out of fear. What they brought back with them was a shy pony with yellow fur and pink mane. Fluttershy.

"Your fear is," He inhaled deeply, pausing a moment to savor it. "Delectable."

* * *

"I can unlock only a small part of your potential, Spike. The rest is up to you." She kept the worry out of her voice. Spike nodded, his will strengthened, he was ready for whatever would happen. Celestia bowed her head, the tip of her horn aglow. She touched her horn to Spike's forehead then pulled away only seconds later.

"That's it?" Spike questioned, disappointment evident in his voice. "I don't feel any different." He snarled, to the surprise of everyone besides Celestia.

"The changes will happen gradually. But I must warn the both of you, you will come to obstacles in you fight against the king, both inside and out." She spoke carefully. The look she was giving Spike gave him the creeps, like she was speaking to him specifically. "Now go, you must make haste to the Everfree Forest." She didn't need to tell them twice. The crowd parted to allow them through, some still looked angrily at Chrysalis, but they did not speak out against her. They departed without a word to any of them.

"Sister, are you sure it is wise to send them alone?" Luna interrogated. "They're practically defenseless against the changelings.

"Make no mistake, Luna. They will have trouble, but the bond they share will overpower all obstacles in their way." She looked to her little sister, her mind made up. "I'm afraid this is war."


	3. Chapter 3

In the chamber that the king had sectioned off as his personal feeding room, the shy mare stood stock still out of sheer terror. The being before her was so disproportionate and, to be blunt, frightening. His limbs were to long and thin, his eyes bulging and his smile wicked.

"My, you are just full of fear. Do you not have anything else to offer me?" The king questioned, slithering around Fluttershy like a serpent. She struggled to muster up her courage and was reminded of other times she had shed her shy exterior for the sake of her friends or out of anger.

"You... You bully!" She hollered at him. The fear practically disappeared and was replaced by anger, such a change gave the king a sense of whiplash. "How can you just do this to these poor ponies? You're nothing but a... A..." She stopped as he inched ever closer to her, his eyes were mesmerizing.

"Oh, are you finished? I see. My turn then." He relished the renewed fear, but took no time to enjoy it. He simply lunged at her.

* * *

Just a week ago, Twilight had been the one doing the saving, but now she was waiting to be saved, her and her best friends. Of course, she was not one to give up, her struggle had waned only slightly, and as soon as they carried off a petrified Fluttershy, she fought against her bonds with renewed vigor.

It was after countless minutes of struggling the changelings returned, towing with them another husk. But it was just who this husk was that made her resolve shatter like brittle glass. Fluttershy stared a hundred yards ahead without showing she even knew where she was, what she was doing, or that she was, indeed, drained of all emotion and left a shell of her former self. The remaining Elements of Harmony looked to their friend in horror.

The drones approached Twilight and began to gather her up, now was her chance. She released a burst of magical energy into the drones as they released her. They reeled back from the blunt force of the blow, but did not give up.

"You think you can just do this to my friends and get away with it?" Twilight roared, unleashing a barrage of magical blasts, barely taking the time to aim. She scorched walls, floor, and changelings alike.

"Mercy, mercy!" A changeling cried, trying to shield his face in his hooves. The other changelings joined in with his plea. They all begged, hiding behind anything they could find, be it stalagmites, hooves, or other changelings. Twilight Sparkle grinned at her victory.

"Release my friends, now!" She commanded, but the changelings didn't move, they simple looked at her, then to the tunnel they had been taking the ponies. After ten long, agonizing seconds of silence, one changeling tentatively stepped forward.

"We... We can't." He said in a submissive voice, his head low.

"And why not?" Twilight questioned, her confusion was clear in her voice. She just wanted to escape with her friends, was that so much to ask?

"Our king will kill us!" One of the other drones spoke up, still in hiding. They were afraid of Twilight, sure, but they held much more fear of their own king. Twilight didn't understand the severity of this.

"So he'll punish you for letting us get away, whats the worst he can do?" Her patience was wearing thin. The changeling drones looked at each other then back at Twilight. She had no idea what he was capable of doing.

"He killed Vespid, murdered him in cold blood! We need to get out of here before he does us in too!" The drone hissed in fear. Twilight couldn't believe her ears. They were so scared of their own ruler that they'd listen to him without question. He was no king, he was a tyrant. She couldn't help but start to feel sorry for the changelings, they only did what they did to survive or under orders. She made her choice.

"You don't need to continue doing this, you know." She was reminded of Spike and how she would comfort him, much like she was trying for these changelings. "If you help me, I'll help you." They slowly pulled from their hiding places, hope in their eyes. "We need to hurry."

* * *

They didn't have much in the way of an offense, or a defense, but they were expected to be the forerunners of this conflict? Chrysalis couldn't believe they had gotten so little help from Princess Celestia, just a promise of power that sounded, to her, farfetched. As she flew through the air with Spike hanging on for dear life, her thoughts returned to the king of the changelings. How could he have returned? He had been sealed away, all but forgotten by her and her subjects. Spike's thoughts were far and away from her's.

Man, I'm dead hungry. I never did get to eat lunch, with this whole thing starting. Stupid bugs. They make me so mad I could just...

He felt a burning sensation in his chest and throat, his eyes started to water and he made a squeak of pain. Chrysalis heard this noise, concerned, she glided down toward the ground. Spike started to choke, he clutched his throat and proceeded to enter a coughing fit. Once they landed, Spike stumbled off her back and took a few shaky steps before falling on all fours.

Chrysalis made a move to help, but stopped at what she saw next. Spike released a stream of neon green fire, which scorched the grass and spread fast. This was a surprise to both, Chrysalis was under the impression that Spike's fire couldn't do much anything besides send messages, but this fire was spreading and burning all in its path. In fact, it was burning too well. Soon it spread around them and, like a pack of wolves, closed in.

Chrysalis grabbed Spike's tail with her mouth and leaped over the flames, Spike being to busy dry-heaving to escape on his own. The fire moved as if alive and converged on them again, Chrysalis wasn't giving up, however. She ran, tossing Spike onto her back as she did, and just as she was going to take flight once more, Spike jumped off and landed on his feet, staring down the flames he had produced.

He felt something within him, something urging him to touch the fire, to be consumed by it, to burn away and he didn't know what else. It scared him, but at the same time, he knew it was right. Chrysalis turned and started galloping back to him, to grab him and carry him away from the fire, but he stopped her with only his voice.

"Don't," He spoke, so sure of this. "I think it wants me." Chrysalis had no idea what to think about that.

"I don't care what it wants-" She started, but something was keeping her in place, she couldn't move. Spike looked over his shoulder at her as the fire started to touch his legs and climb his body. He was smiling.

* * *

He found himself in the middle of an expanse of nothingness. Everything was black, somehow he could see despite the lack of a light source. He felt himself being drawn ahead, he complied. Walking through the blackness he started seeing things in the distance, hope filled him and he broke into a sprint.

Once he was closer, what he saw was not pleasant. The Elements of Harmony, and the other residents of Ponyville, each laid out in a ritualistic fashion. They lay completely still, not even breathing. He came to the obvious conclusion and horror took grip of his heart.

"Beautiful, isn't it." A voice growled from right behind him.


	4. Chapter 4

He twisted around just in time to see a fist coming toward him. Lacking great reflexes, all Spike could do was brace himself for the impact. He was struck in the stomach, knocking the wind out of him and forcing him tumbling back onto his behind. As he tried to catch his breath, he looked up to the laughing figure that just hit him. It was himself.

"Weakling." The copy stated, he was no mirror image however. He was taller, thinner, had longer limbs, and his fangs were coming in. It was him alright, but he hadn't seen this since that time he let his greed take over. Spike stood slowly, not taking his eyes off his copy.

"Why'd you hit me?" The real Spike snarled, his blood boiling. He didn't know what was going on, but he had the sneaking suspicion that he would find out soon.

"'Cause you're weak. How can you protect your friends if you can't even fight yourself?" The copy replied, poking the true Spike's chest with his claw. This struck a cord in Spike, he knew he was weak, he always had been. That was one of the reasons everyone looked at him as a baby. "I'm here to help with that." That surprised him.

"Help how?" Spike demanded, his first answer was nothing but a puff of smoke from his copy's nostrils.

"You're too small to do anything right now. See this?" The older Spike drawled, motioning to the heap of ponies. "They aren't dead, but they might as well be, they're locked in an endless daze without emotions." Spike didn't know if he should have felt relieved, but he was, they weren't dead.

"What do I need to do?" Spike inquired, his voice firm and strong, the copy smirked despite himself.

"Just promise," the copy started, holding out a hand to his younger self, "to stop the king at any cost." Spike reached out to grasp his older copy's hand, as they clasped claws together his palm burned, he yelped and released the other's hand. He stared down at his palm, there was a number on it now, branded into his scales.

"Three?" He read off, confused. "What's this for?"

"Just some insurance." The copy spoke cryptically, a malevolent smile on his face. "You'll need to hurry."

* * *

Chrysalis watched in horror as the fire engulfed Spike, she wanted to run to the fire, to do something, but she was frozen in place by an unseen force. It was when she was beginning to lose hope that the fire started to die away.

Spike blew smoke from his nostrils, his slitted eyes adjusted to the sunlight from above. The fire was gone, and he stood unharmed. After all, he had survived belly-flopping into lava on one occasion, it didn't surprise him that his fire didn't do so much as leave a mark. What really surprised him was the fact that he had changed. He looked down at himself. He was all the world a mirror image of the older Spike he had just met.

"Spike?" Chrysalis gaped at the older form he had taken up, just what had the fire done to him, she wondered. It was then that she realized she was no longer frozen in place, and she took this chance to gallop at top speed to Spike.

"Oof!" Spike wasn't expecting a full contact tackle from the changeling. The pair tumbled to the ground and rolled for a few feet before coming to a halt with Chrysalis pinning the dragon to the ground.

"What happened to you?" She questioned, either ignoring or not noticing the awkward position they lay in. Spike, on the other hand...

"Uhh, Ch-Chrys." He stuttered, it being the only thing he could do with his mind so muddled by the close contact. This didn't go unnoticed by the changeling, who had the familiar taste touch her lips. Love. She suddenly felt uncomfortable about the situation.

* * *

"What is taking those nymphs so long?" The king bellowed, his patience worn down to non-existence. He decided that, if one wants something done he must do it himself and stormed down the tunnels toward the food storage room. What he found there was not what he wanted to see.

"Empty?" He screeched, his deep voice hitting an octave most wouldn't believe possible, even going so far as to crack. It was just that, empty. Nothing remained but the remnants of the slime the changelings used as bonds. The changeling king roared in rage, his magic exploding from his body and traveling outwards, the green tinted energy slamming into the rock walls around him.

* * *

The Elements of Harmony galloped through the forest at high speeds, weaving through trees and leaping over the underbrush and roots. Close behind them, the citizens of Ponyville and the changelings were doing much the same, with the strong carrying the emotionless. Nopony flew for fear of detection. The earth shook and they heard the sound of an explosion, this only made them increase their pace, but Twilight was curious.

"What was that?" She asked, fear edging it's way into her voice. A changeling galloped up to meet her, even with her going at full tilt he caught up and he was carrying two ponies.

"That would be 'his highness.'" The changeling spit the title like it tasted vile, his voice was a slightly deeper hiss then the other drones. Twilight judged, by the way he carried himself and his armor, he must have been a higher ranking officer then the other drones. "He never knew how to control himself."

"Um, excuse me, but, who are you?" Twilight wondered, this changeling seemed familiar.

"Captain Culcidae of royal guard. We've already met." He replied, this just raised more questions. "I'll give you my life story later, if we make it through this. The king isn't known for letting his food get away easily." The captain slowed his pace slightly and fell back to his changeling subordinates.

"Where are we even goin'?" Applejack called, Fluttershy draped over her back.

"Away from that cave." She answered, though she had no real idea. They couldn't go back to Ponyville, the king knew where that was. They couldn't go to Canterlot, it was too far and half of them couldn't make that trip. That's when they arrived. The large stone and metal gates that had been there since anyone could remember, deep in the Everfree. The reason this forest was so dangerous.

"The Gates of Tartarus." Rarity breathed as they all gathered at the gate. It wasn't long before it got very crowded.

"Gates of who?" Rainbow Dash questioned, earning looks from her friends. "What?"

"Tartarus is a big, bad place with loooots of creepy, crawly, monsters!" Pinkie informed happily.

"We're not going in there, are we?" A stallion asked, frantic from the whole situation.

* * *

The king snaked his way out of the rubble, he emerged unharmed. Sure, it was his fault the cave collapsed, but that didn't help his mood at all.

"Traitors." He seethed, taking flight over the trees and scanning the ground below. He would find them, and make them see that he was not one to be crossed.


End file.
